초록/요약

The Korean Commercial Code offers bondholders’ meetings to enable the bondholders to make collective decisions with respect to the matters in which they have interests. As the debt financing through the issuance of corporate bonds constitutes a significant portion in the corporate finance, the restructuring of the corporate bonds issued by companies in financial distress becomes more and more important. In the Republic of Korea, corporate bond restructurings successfully have emerged in the markets since 2013 and were pursued in parallel with the out-of-court workout of other financial debts of the issuing companies. In this article, the author reviews the role of the bondholders’ meetings in the out-of-court debt restructurings of the issuing company and proposes some improvements. The major points discussed in this article are as follows: Firstly, the author points out that under the Commercial Code, the standard for classification of the bonds for constituting the bondholders’ meetings is too narrow and may generate too many bondholders’ meetings. A holdout merely by a single bondholders’ meeting in respect of a bond restructuring may frustrate the entire out-of-court debt restructuring of the issuing company which is beneficial to the bondholders in general. The author proposes that insofar as the bond restructurings by multiple bondholders’ meetings are concerned, the classification of the bonds be more flexible and a combined decision making process be newly designed to reflect the intention of the entire bondholders and protect the interests of the minority bondholders in a more reasonable manner. Secondly, the author supports the view that under the Commercial Code, the bondholders’ meeting has the power to approve the reduction of the principal and interest amounts of the bonds and the debt-to-equity swaps. This article provides the rationale based on the more systemic interpretation of the relevant provisions involving the power of the bondholders’ meeting under the Commercial Code. The author believes that the author’s view and interpretation of the Commercial Code will justify and provide theoretical ground for the actual bond restructurings which were implemented in the markets using the debt-to-equity swaps. Thirdly and finally, the author discusses the important function of the bondholders’ meetings in the out-of-court workouts based on the actual cases and in comparison with the reorganization proceedings under the Korean insolvency law and the statutory workout procedures under the current Corporate Restructuring Promotion Law which newly added the corporate bonds to the category of the ‘financial claims’ subject to such law. The author finally proposes some improvements to the standard for the court’s approval of a resolution of the bondholders’ meeting as well as the effect of an appeal against the court’s approval.